Okla. Stat. tit. 18, § 18-1068: Vacancies and newly created directorships

VACANCIES AND NEWLY CREATED DIRECTORSHIPS

A. 1. Unless otherwise provided in the certificate of

incorporation or bylaws:

a. vacancies and newly created directorships resulting

from any increase in the authorized number of

directors elected by all of the shareholders having

the right to vote as a single class may be filled by a

majority of the directors then in office, although

less than a quorum, or by a sole remaining director,

and

b. whenever the holders of any class or classes of stock

or series thereof are entitled to elect one or more

directors by the provisions of the certificate of

incorporation, vacancies and newly created

directorships of such class or classes or series may

be filled by a majority of the directors elected by

such class or classes or series thereof then in

office, or by a sole remaining director so elected.

2. If at any time, by reason of death or resignation or other

cause, a corporation should have no directors in office, then any

officer or any shareholder or an executor, administrator, trustee or

guardian of a shareholder, or other fiduciary entrusted with like

responsibility for the person or estate of a shareholder, may call a

special meeting of shareholders in accordance with the provisions of

the certificate of incorporation or the bylaws, or may apply to the

district court for a decree summarily ordering an election as

provided for in Sections 1056 and 1060 of this title.

B. In the case of a corporation the directors of which are

divided into classes, any directors chosen under subsection A of

this section shall hold office until the next election of the class

for which such directors shall have been chosen, and until their

successors shall be elected and qualified.

C. If, at the time of filling any vacancy or any newly created

directorship, the directors then in office shall constitute less

than a majority of the whole board, as constituted immediately prior

to any such increase, the district court, upon application of any

shareholder or shareholders holding at least ten percent (10%) of

the voting stock at the time outstanding having the right to vote

for such directors, may summarily order an election to be held to

fill any such vacancies or newly created directorships, or to

replace the directors chosen by the directors then in office, which

election shall be governed by the provisions of Sections 1056 and

1060 of this title as far as applicable.

D. Unless otherwise provided in the certificate of

incorporation or bylaws, when one or more directors shall resign

from the board, effective at a future date, a majority of the

directors then in office, including those who have so resigned,

shall have power to fill such vacancy or vacancies, the vote thereon

to take effect when such resignation or resignations shall become

effective, and each director so chosen shall hold office as provided

for in this section in the filling of other vacancies.